Our Team

Expertise

With over 30 years of experience in the legal profession, Adriana Gaspar co-heads the Corporate/M&A practice together with Gabriela Cacerea, Ruxandra Bologa and Adina Chilim-Dumitriu and the Public Procurement and PPP practice together with Adina Chilim-Dumitriu.

She has earned unanimous recognition for her wide-ranging experience in structuring cross-border and domestic investments and valuable contribution to a number of landmark projects for Romania, whether transactional or regulatory reforming, for the breadth and depth of industry insight and strategic multi-fold advice concerning matters affecting business decisions, with particular focus on:

• M&A (including private equity)
• corporate restructuring
• greenfield investments
• commercial contracts
• corporate governance
• corporate fraud
• legislative drafting
• infrastructure development

Industry Focus

• agribusiness
• automotive
• financial sector
• industrial and manufacturing
• infrastructure and transport
• pharmaceuticals and healthcare
• retail and consumer goods

• the largest pork producer and processor in the world in pursuing investment opportunities in Romania starting in 2004 with the acquisition of the largest patrimony of real estate property dedicated to hog raising and meat processing and continuing with successive equity transactions; for more than 15 years, the assistance regarded transactional work aiming at the progressive integration, further development and consolidation of the client’s USD 1bn+ Romanian operations (from farm to retailers), the entire legal support for day-to-day as well as complex and exceptional matters.
• acquisition by one of the largest Asian-Pacific corporations of a 98% shareholding in the highest-performing Romanian producer and distributor of fertilizers and seeds and its group subsidiaries, in a sequence of two transactions
• redemption and conversion into equity of 680 million USD corporate bonds issued by one of the largest crude oil processing companies in Romania to the Romanian State, the negotiation of the acquisition by the majority shareholder thereof, a subsidiary of Kazakh state-owned KazMunayGas (KMG International – formerly, the Rompetrol Group) of such newly issued shares and the creation of a joint venture company dedicated to high scale debt and equity investments into the energy sector
• joint venture of the Romanian operations of a premier European meat processing company and a local processed meat producer, pursuant to a complex corporate transaction aiming to secure long-term interests and opportunities for each party thereto
• the buy-out by the European leader of the processed meat products of its 51% joint venture partner, the leading Romanian meat products producer and, thus, expansion of the client’s investment in Romania
• a Central and Eastern European branded spirits producer in connection with the acquisition of 100% of shares in a Romanian alcoholic beverages company including due diligence investigations, structuring of the acquisition and assistance during negotiations
• combined and coordinated acquisition of a significant shareholding in the then-largest Romanian medical services provider from the founders thereof, as well as from the International Finance Corporation, the World Bank’s private investment arm
• acquisition by a private equity fund managed by a major South-East European investment manager company of a 96.2878 % legal title and beneficial ownership in the share capital of the Romanian subsidiary of a regional banking institution Corporate
• a global nutrition company on various legal matters concerning its operations in Romania, including regulatory and compliance matters
• an American technology company in connection with the Romanian legal matters applicable to its operations in Romania
• an international group operating in the food distribution and specialised retail sectors with legal advice on the Romanian legal framework applicable to its operations in Romania
• enhancement by the Bucharest Stock Exchange of key corporate governance requirements for listed companies and disclosure practices, pursuant to a combination of regulatory and institutional changes aiming to increase investors’ trust in and liquidity and, thus, the performance of the Romanian capital markets
• detailed and complex assessment by a global investor and manager of the largest investment fund traded on Bucharest Stock Exchange, of the corporate governance rules and obligations to be generally observed by Romanian listed companies, the supplemental or derogatory statutory regulations applicable to this very specific company only, in the context of paramount changes in the fundamentals of the Romanian civil and commercial law
• assessment and pursuit by a multinational corporation of the operational, fiscal and corporate restructuring options for its Romanian companies, both at individual company and at the group level, in the context of intricate shareholding arrangements and highly demanding regulatory obligations
• assessment and pursuit by European majority debt and equity financier of a Romanian company of options available to contain abuse of minority shareholding rights, in the context of pre-existing shareholding arrangements and operational conditionalities affecting its investments
• investigation, assessment and implementation of containing, sanctioning and preventive measures by multinational group companies affected by corporate fraud

• design and preparation of a contractual framework supporting the development of a business growth model of the world’s largest pork producer and processor, integrating and based on the operations of non-affiliated companies committed to a long-term production and sale arrangement
• structuring from a commercial contracts perspective of the business model developed by an international multi-level marketing company for the expansion of its operations in Romania and drafting the supporting documentation
• assessment and restructuring of the TV advertising air-time sale contractual arrangements for a large international broadcaster operating in Romania, following a substantial change in the legal framework and drafting template and client-customized agreements
• localization of a large variety of contracts ranging from sale-purchase, distributorship, sponsorship, joint operation, management to telecom services, utilities provision and other services
• assessment and restructuring of distressed companies’ operations and underlying contractual arrangements in order to support voluntary reorganization process aiming to secure the continuation of the business and revenue generation, new finance as well as pre-existing creditors’ rights

• assessment, structuring and documentation drafting and negotiation by the general contractor and private partner with the Brasov County Council for the development of commercial airport facilities in Brasov
• assessment and implementation of a multi-jurisdictional group reorganization process involving, among others, the transfer by a Romanian entity of publicly procured construction agreements towards a different group company
• implementation and re-structuring of the contractual relationship between a leading North American engineering and construction company and the Romanian State for the execution of an infrastructure development project (over 400 km of the motorway between Brasov and Bors) connecting the center of Romania with Western Europe through the Hungarian border
• in connection with the procedure for the award of a contract for the construction and endowment of a section of Oradea Hospital, assistance to the medical equipment provider with the design and implementation of the relationship with the contracting authority and, respectively, with its consortium partner to manage liability risks
• assessment and negotiation by the leader of a consortium consisting of over twenty construction companies with the contracting authority in connection with the financing aspects raised within the public tender procedure organized for the award of the construction of 163 km of roads in Cluj County